Common use of Sale of the Collateral Clause in Contracts

Sale of the Collateral. (i) In addition to all rights and remedies under this Loan Agreement or otherwise, the Lenders and the Administrative Agent shall have all other rights and remedies provided under the relevant UCC and under other Applicable Laws, which rights shall be cumulative. Without limiting the generality of the foregoing, on and after the occurrence of an Event of Default that is not waived in writing by the Required Lenders, the Administrative Agent (on behalf of the Secured Parties and at the direction of the Required Lenders) may without being required to give any notice (except as herein provided or as may be required by mandatory provisions of law), sell the Collateral or any part thereof in any commercially reasonable manner at public or private sale, for cash, upon credit or for future delivery, as directed by the Required Lenders and at such price or prices as the Required Lenders may deem satisfactory. Any Lender or the Administrative Agent may participate as a bidder in any such sale and the Administrative Agent and/or the Lenders may credit bid in such sale. The Borrower will execute and deliver such documents and take such other action as the Administrative Agent reasonably deems necessary or advisable in order that any such sale may be made in compliance with Applicable Law. Upon any such sale, the Administrative Agent shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. (ii) If any such sale is consummated prior to the Partial Repayment Date, after deduction of payment for the outstanding principal balance of Advances plus accrued but unpaid interest thereon plus all other Obligations owing by the Borrower (excluding the Aggregate Participation Interest and including, for the avoidance of doubt, the Amortization Shortfall Amounts for all of the Shortfall Pledged Policies that remain unpaid), the Administrative Agent shall distribute the remaining proceeds of such sale as follows: (i) first, into the Borrower Account, an amount equal to the lesser of (A) the Initial Advance plus all Additional Policy Advances less the Withholding Amount and (B) the Borrower’s Total Investment in the Pledged Policies less the Withholding Amount, less, in each case, all amounts previously distributed pursuant to Clauses

Sale of the Collateral. With respect to any sale or disposition of any of the Collateral, whether made under the power of sale in this Agreement, under any applicable provisions of the Florida Uniform Commercial Code or other applicable law, or under judgment or order or decree in any judicial proceeding for the foreclosure of Secured Party’s security interest or involving the enforcement of this Agreement: (ia) In addition Any notification required by law with respect to the time and place of such sale or disposition shall be deemed reasonable if given at least five (5) days before the time thereof, but notice given in any other reasonable manner shall also be sufficient. Without precluding any other methods of sale, the sale of the Collateral shall be deemed made in a commercially reasonable manner if conducted in conformity with reasonable commercial practices of banks or other financial institutions when disposing of similar property. (b) Secured Party may, to the fullest extent permitted by applicable law, bid for and purchase all rights the Collateral in a commercially reasonable manner, and remedies under upon compliance with the terms of sale may hold, retain and possess and dispose of the same in its own absolute right without further accountability. (c) Secured Party may make and deliver to the purchaser(s) of any of the Collateral a good and sufficient deed, bxxx of sale and/or instrument of assignment and transfer. Secured Party is hereby irrevocably appointed Debtor’s true and lawful attorney-in-fact (which appointment is coupled with an interest) in Debtor’s name and stead, with power of substitution, to make all necessary deeds, bills of sale, endorsements and instruments of assignment and transfer of the Collateral thus sold, and for such other purposes as Secured Party may deem necessary or desirable to effectuate the provisions of this Loan Agreement or otherwiseany other Loan Document. If so requested by Secured Party or by any other person, Debtor shall ratify and confirm the Lenders and acts of Secured Party (and/or any substitute) as Debtor’s attorney-in-fact. (d) To the Administrative Agent shall have extent that Debtor may lawfully do so, Debtor agrees not at any time nor in any manner to insist upon, plead, claim or take the benefit or advantage of any appraisement, valuation, stay, extension or redemption laws, or any law permitting Debtor to direct the order in which all other rights and remedies provided under the relevant UCC and under other Applicable Laws, which rights shall be cumulative. Without limiting the generality of the foregoing, on and after the occurrence of an Event of Default that is not waived in writing by the Required Lenders, the Administrative Agent (on behalf of the Secured Parties and at the direction of the Required Lenders) may without being required to give any notice (except as herein provided or as may be required by mandatory provisions of law), sell the Collateral or any part thereof in any commercially reasonable manner at public or private sale, for cash, upon credit or for future delivery, as directed by the Required Lenders and at such price or prices as the Required Lenders may deem satisfactory. Any Lender or the Administrative Agent may participate as a bidder in any such sale and the Administrative Agent and/or the Lenders may credit bid in such sale. The Borrower will execute and deliver such documents and take such other action as the Administrative Agent reasonably deems necessary or advisable in order that any such sale may be made in compliance with Applicable Law. Upon any such sale, the Administrative Agent shall have the right to deliver, assign and transfer to the purchaser thereof of the Collateral so shall be sold, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement. (ii) If any such sale is consummated prior to the Partial Repayment Date, after deduction of payment for the outstanding principal balance of Advances plus accrued but unpaid interest thereon plus all other Obligations owing by the Borrower (excluding the Aggregate Participation Interest and including, for the avoidance of doubt, the Amortization Shortfall Amounts for all of the Shortfall Pledged Policies that remain unpaid), the Administrative Agent shall distribute the remaining proceeds of such sale as follows: (i) first, into the Borrower Account, an amount equal to the lesser of (A) the Initial Advance plus all Additional Policy Advances less the Withholding Amount and (B) the Borrower’s Total Investment in the Pledged Policies less the Withholding Amount, less, in each case, all amounts previously distributed pursuant to Clauses

Sale of the Collateral. (ia) In addition to all rights and remedies under this Loan Agreement or otherwise, the Lenders and the Administrative Agent shall have all other rights and remedies provided under the relevant UCC and under other Applicable Laws, which rights shall be cumulative. Without limiting the generality of the foregoing, on and after the occurrence of If an Event of Default that is not waived in writing by the Required Lendersshall have occurred and be continuing, the Administrative Agent (on behalf of the Secured Parties and at the direction of the Required Lenders) may PC may, without being required to give any notice (except as herein provided or as may otherwise be required by mandatory provisions of lawthis Agreement or by Applicable Law), sell the Collateral or any part thereof in any commercially reasonable manner at public or private sale, for cash, upon credit or for future delivery, as directed by the Required Lenders and at such price or prices as the Required Lenders PC may deem satisfactory. Any Lender The PC may be the purchaser of any or all of the Administrative Agent may participate as Collateral so sold at any public sale, or, if the Collateral is of a bidder type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any such sale and the Administrative Agent and/or the Lenders may credit bid in such private sale. The Borrower Management Company will execute and deliver such documents and take such other action as the Administrative Agent reasonably PC deems necessary or advisable in order that any such sale may be made in compliance with Applicable Lawlaw. Upon any such sale, sale the Administrative Agent PC shall have the right to deliver, assign and transfer the Collateral so sold to the purchaser thereof thereof. Each purchaser at any such sale shall hold the Collateral so soldsold to it absolutely and free from any Lien or other claim or right of whatever kind, including any equity or right of redemption of the Management Company which may be waived, and the Management Company, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter enacted or adopted (as well as any rights to exoneration, subrogation or reimbursement arising at law, in equity or otherwise). (iib) If The PC shall give the Management Company not less than ten (10) days' prior written notice of the time and place of any such sale or other intended disposition of any of the Collateral, except any Collateral which threatens to decline speedily in value or is consummated prior to of a type customarily sold on a recognized market, and the Partial Repayment DateManagement Company agrees that such notice constitutes "reasonable notification" within the meaning of, after deduction of payment and for the outstanding principal balance of Advances plus accrued but unpaid interest thereon plus all other Obligations owing by the Borrower (excluding the Aggregate Participation Interest and including, for the avoidance of doubtpurposes of, the Amortization Shortfall Amounts for all applicable provisions of the Shortfall Pledged Policies that remain unpaid), the Administrative Agent shall distribute the remaining proceeds UCC. Any notice of such sale as follows: (i) firstrequired by this Agreement shall, into in case of a public sale, state the Borrower Accounttime and place fixed for such sale, an amount equal to the lesser of (A) the Initial Advance plus all Additional Policy Advances less the Withholding Amount and (B) the Borrower’s Total Investment in the Pledged Policies less case of a private sale, state the Withholding Amountday after which such sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the PC may fix in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, lessas the PC may determine. The PC shall not be obligated to make any such sale pursuant to any such notice. The PC may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. In the case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by the PC until the selling price is paid by the purchaser thereof, but the PC shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in each casecase of any such failure, all amounts previously distributed pursuant to Clausessuch Collateral may again be sold as permitted by and in accordance with this Agreement, including the application of proceeds as set forth herein.

Sale of the Collateral. (i) In addition to all rights and remedies under this Loan Agreement or otherwise, the Lenders and the Administrative Agent shall have all other rights and remedies provided under the relevant UCC and under other Applicable Laws, which rights shall be cumulative. Without limiting the generality of the foregoing, on and after the occurrence of If an Event of Default that is not waived in writing by the Required Lendersshall have occurred and be continuing, the Administrative Agent (on behalf of the Secured Parties and at the direction of the Required Lenders) may Management Company may, without being required to give any notice (except as herein provided or as may otherwise be required by mandatory provisions of lawthis Agreement or by Applicable Law), sell the Collateral or any part thereof in any commercially reasonable manner at public or private sale, for cash, upon credit or for future delivery, as directed by the Required Lenders and at such price or prices as the Required Lenders Management Company may deem satisfactory. Any Lender The Management Company may be the purchaser of any or all of the Administrative Agent may participate as Collateral so sold at any public sale, or, if the Collateral is of a bidder type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any such sale and the Administrative Agent and/or the Lenders may credit bid in such private sale. The Borrower PC will execute and deliver such documents and take such other action as the Administrative Agent reasonably Management Company deems necessary or advisable in order that any such sale may be made in compliance with Applicable Lawlaw. Upon any such sale, sale the Administrative Agent Management Company shall have the right to deliver, assign and transfer the Collateral so sold to the purchaser thereof thereof. Each purchaser at any such sale shall hold the Collateral so soldsold to it absolutely and free from any Lien or other claim or right of whatever kind, including any equity or right of redemption of the PC which may be waived, and the PC, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter enacted or adopted (as well as any rights to exoneration, subrogation or reimbursement arising at law, in equity or otherwise). (ii) If The Management Company shall give the PC not less than ten (10) days' prior written notice of the time and place of any such sale or other intended disposition of any of the Collateral, except any Collateral which threatens to decline speedily in value or is consummated prior to of a type customarily sold on a recognized market, and the Partial Repayment DatePC agrees that such notice constitutes "reasonable notification" within the meaning of, after deduction of payment and for the outstanding principal balance of Advances plus accrued but unpaid interest thereon plus all other Obligations owing by the Borrower (excluding the Aggregate Participation Interest and including, for the avoidance of doubtpurposes of, the Amortization Shortfall Amounts for all applicable provisions of the Shortfall Pledged Policies that remain unpaid), the Administrative Agent shall distribute the remaining proceeds UCC. Any notice of such sale as follows: (i) firstrequired by this Agreement shall, into in case of a public sale, state the Borrower Accounttime and place fixed for such sale, an amount equal to the lesser of (A) the Initial Advance plus all Additional Policy Advances less the Withholding Amount and (B) the Borrower’s Total Investment in the Pledged Policies less case of a private sale, state the Withholding Amountday after which such sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Management Company may fix in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, lessas the Management Company may determine. The Management Company shall not be obligated to make any such sale pursuant to any such notice. The Management Company may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. In the case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by the Management Company until the selling price is paid by the purchaser thereof, but the Management Company shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in each casecase of any such failure, all amounts previously distributed pursuant to Clausessuch Collateral may again be sold as permitted by and in accordance with this Agreement, including the application of proceeds as set forth herein.